NextGen Healthcare: Post Important Email Sheldon Razin Conveniently Left Out in Latest Version
Once again, it is Sheldon Razin – the founder of the company and titular director for 47 years – who is misleading.
NextGen Healthcare, Inc. (Nasdaq: NXGN), a leading provider of ambulatory technology solutions, today released the following statement on behalf of all members of the board of directors of NextGen Healthcare except Sheldon Razin and Lance Rosenzweig:
As announced, the board of directors of NextGen Healthcare, through the chairman of the nominating and governance committee, has attempted, in good faith, to schedule interviews with the four independent persons appointed by Sheldon Razin. These efforts are consistent with NextGen Healthcare’s policies and procedures for reviewing nominees proposed to shareholders, and build on the board’s ongoing work to identify new, highly qualified director nominees.
As part of their costly and disruptive proxy campaign, Sheldon and Lance today posted selected emails in an attempt to demonstrate that they are not hindering the board’s efforts to reach a mutually acceptable resolution that serves in the best interests of all shareholders. Lance’s words, however, speak for themselves:
“You are hereby advised that you are not authorized to unilaterally contact applicants without Shelly’s permission to do so.”
“We see no reason for our nominees to be interviewed with the Nominating and Governance Committee or Spencer Stuart.”
Additionally, in their August 27 statement released today, Sheldon and Lance conveniently excluded an email sent to 25 august of the chairman of the nomination and governance committee of NextGen Healthcare:
Of: Morris panner
Date: Wed, Aug 25, 2021 at 10:24 PM
Subject: Re: Candidates for the position of director
To: Lance Rosenzweig
Cc: Sheldon Razin
I was surprised at the tone and substance of your response to my note. I understand that it is not at all unusual for a nominating committee to ask to interview all director candidates, including those proposed by a dissident in contested elections. This is consistent with the charter of our committee, as I explained. These interviews are generally conducted without controversy, even in proxy contests. In our opinion, there is no point in preventing the Committee and your candidates from meeting to discuss their candidacy, including their references and experiences. It also allows candidates to ask questions about the Company. The Nominating and Governance Committee is open and impartial, as evidenced by our active director search and recruitment process and the initial roster which included you and Shelly until you and Shelly unilaterally decided to seek oversight. advice. I urge you to reconsider your position. I would also like to note that Ruby called me back and said she would be happy to speak with me if Shelly agreed. In addition, in my role as director and and [sic] Chairman of the Nominating and Governance Committee, I am always happy to engage in productive discussions with you and Shelly if you wish to speak.
About NextGen Healthcare, Inc.
NextGen Healthcare, Inc. (Nasdaq: NXGN) is a leading provider of outpatient-focused technology solutions. We empower the transformation of ambulatory care by partnering with medical, behavioral and dental providers on their journey to value-based care to improve health care for all. We go beyond DSE and PM. Our integrated solutions help increase clinical productivity, enrich the patient experience and ensure healthy financial results. We believe in better. Learn more at nextgen.com and follow us on Facebook, Twitter, LinkedIn, YouTube and Instagram.
Certain information concerning the participants
NextGen Healthcare has filed a preliminary proxy statement with the United States Securities and Exchange Commission (the “SEC”), along with the associated BLANCHE proxy card, in connection with the proxy solicitation for the annual meeting of 2021 Shareholders of NextGen Healthcare (the “Interim Proxy Statement”). WE URGE SHAREHOLDERS TO READ THE PRELIMINARY STATEMENT OF PROXY AND FINAL PROXY STATEMENT (INCLUDING CHANGES OR ADDITIONS TO THESE PROXY STATEMENTS) WHEN AVAILABLE AND ALL OTHER RELEVANT DOCUMENT THAT NEXTGEN HEALTHCARE WILL ARCHIVE WITH THE SAFETY WELL AVAILABLE AND IN THE SECURITY THEY WILL CONTAIN IMPORTANT INFORMATION. NextGen Healthcare and certain of its directors and executive officers will participate in the solicitation of proxies from shareholders with respect to the 2021 annual meeting. Information concerning the n oms of the directors and officers of NextGen Healthcare and their respective interests in NextGen Healthcare by securities owned or otherwise are set out in the preliminary proxy statement. To the extent that the holdings of these participants in the securities of NextGen Healthcare have not been declared or have changed from the amounts described in the preliminary proxy statement, these changes will be reflected in the final proxy statement or on the initial statements of ownership. effective on Form 3 or Change of Ownership Statements on Form 4 filed with the SEC. Details regarding the nominees to the board of directors of NextGen Healthcare for election at the 2021 annual meeting are included in the preliminary proxy statement.
Shareholders will be able to obtain free copies of the applicable proxy circular, any amendment or supplement thereto and any other document when filed by NextGen Healthcare with the SEC in connection with the annual meeting. on the SEC website (http: // www.sec.gov), on the NextGen Healthcare website (https://investor.nextgen.com), by emailing [email protected] or by calling MacKenzie Partners at (800) 322-2885.
This communication may contain forward-looking statements within the meaning of federal securities laws, including, but not limited to, statements regarding future events, including, but not limited to the COVID-19 pandemic. , developments in the healthcare industry and regulatory environment, the Company’s future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections regarding the future (including, without (limit, statements regarding sales, net income and earnings per share). There are risks and uncertainties that could cause results to differ materially from those stated in these forward-looking statements. Factors that could cause expected results to differ from those described in forward-looking statements and additional risks and uncertainties are set out in Part I, Section A of our most recent annual report on Form 10-K and filed by the continued in quarterly reports on Form 10-Q, including, but not limited to: volatility and uncertainty in the global economy, financial markets and our customers in light of the COVID-19 pandemic ongoing, including (i) potential slowdown or termination of preventive and elective medical procedures, (ii) delay in contracting for additional products and services by our customers, and (iii) delay in the sales cycle for new customers; a determination by the jury that the Company is responsible in a dispute brought forward by a former director and shareholder; the volume and timing of system sales and installations; the length of sales cycles and the installation process; the possibility that the products will not achieve or maintain market acceptance; seasonal sales trends and customer buying behavior; the impact of incentive payments under the American Recovery and Reinvestment Act on sales and the Company’s ability to meet ongoing certification requirements; uncertainties related to the future impact of US tax reform; the impact of investigations by government and regulatory agencies; the development by competitors of new or superior technologies; the timing, cost and success or failure of new product and service launches, product development and upgrades; errors or bugs not detected in the software; product liability; changing economic, political or regulatory influences in the health care industry; changes in product pricing policies; availability of third-party products and components; competitive pressures, including product offerings, pricing and promotional activities; the Company’s ability or inability to attract and retain qualified personnel; the impact of any proxy contests at the 2021 annual meeting of shareholders; possible regulation of the Company’s software by the United States Food and Drug Administration; changes in accounting estimates and assumptions used in preparing the financial statements for previous periods; disruptions caused by acquisitions of businesses, products or technologies; the extent to which the COVID-19 pandemic and the measures taken in response to it could adversely affect our financial condition and results of operations; and general economic conditions. A significant portion of the Company’s quarterly software and hardware product license sales are made in the last month of a fiscal quarter, typically with a concentration of such revenue earned in the last ten business days of that month. As a result of these and other factors, the revenues and results of operations of the Company are very difficult to predict. A large portion of the costs and expenses of the Company, such as personnel and facilities, are of a fixed nature and, therefore, a shortfall or decrease in quarterly and / or annual revenues generally results in lower profitability or losses. Therefore, the comparison of the financial performance of the Company from one period to another is not necessarily meaningful and should not be taken as an indicator of future performance. These forward-looking statements speak only as of the date hereof. The Company assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.